CONSULTING
AGREEMENT 


 


THIS
CONSULTING AGREEMENT (the
"Agreement") is made
and entered into this
day of June
8, 2015, (the
"Effective Date") by
and between Microlin
Bio, Inc., a Delaware
corporation duly organized
under law and
having an usual
place of business
at 302A W. 12th
Street, Suite 114,
New York,
NY 10014 (hereinafter
referred to as
the “Company")
and Sonya Zabludoff
Palmer (hereinafter referred
to as the
"Consultant") residing
at 4310 Trias
St San Diego,
CA 92103.


 


WHEREAS,
the Company wishes
to engage the
Consultant to provide
the services described herein
and Consultant agrees
to provide the
services for the compensation
and otherwise in
accordance with the
terms and conditions
contained in this Agreement,


 


NOW
THEREFORE, in consideration
of the foregoing,
and for other
good and valuable consideration,
the receipt and
sufficiency of which
are hereby acknowledged, accepted
and agreed to,
the Company and
the Consultant, intending
to be legally
bound, agree to the
terms set forth
below.


 


1.             TERM. Commencing as
of the Effective
Date, and continuing
for a period
of one


(1)
year (the “Term”),
unless earlier terminated
pursuant to Article
4 hereof, the Consultant
agrees that he/she
will serve as
a consultant to
the Company. This
Agreement may be renewed
or extended for
any period as
may be agreed
by the parties.


 


		2.	DUTIES
                                         AND SERVICES.



 


(a)                   
Consultant's duties and
responsibilities shall be
to provide strategic, scientific
and technical advice and support to the
company and its CEO in the company’s
preclinical development efforts,
including scientific planning,
experimentation design, data analysis
and vendor selection
and management. In
addition, the consultant
shall assist in document
preparation, including business
plans, corporate presentation,
S-1 document, financial model
and other related
material and work
as requested by
the Company, the Executive
management personnel or
Board of Directors.
The Consultant shall report
directly to the
Chairman (collectively, the
“Duties” or “Services”).


 


(b)                  
The Consultant represents
and warrants to
the Company that
he/she is under no
contractual or other
restrictions or obligations
which are inconsistent
with the execution of
this Agreement, or
which will interfere
with the performance
of his/her Duties. Consultant
represents and warrants
that the execution
and performance of
this Agreement will not
violate any policies
or procedures of
any other person
or entity for which
he/she performs Services
concurrently with those
performed herein.




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(c)                 
In performing the
Services, Consultant shall
comply, to the
best of his/her knowledge,
with all business
conduct, regulatory and
health and safety
guidelines established by the
Company for any
governmental authority with
respect to the Company’s
business.


 


		3.	CONSULTING
                                         FEE.



 


(a)                  
Subject to the
provisions hereof, the
Company shall pay
Consultant a hourly consulting
fee of $225
per hour, paid
monthly (the "Consulting Fee").
The Consultant agrees to devote
a minimum of
twenty (20) hours
per month for
services to the company.
The Consultant shall
submit a brief
summary report to
the Company of
her activities for the
month just ended
during the Term
of this Agreement.
Additionally, the company will
issue the option
to purchase 10,000
of the company’s
outstanding shares at the time
of this agreement.
These options shall
vest over a
four (4) year
period as follows; twenty
five percent (25%)
of the shares
shall vest on
the first anniversary
of this agreement and
the remaining shares
shall vest on
a monthly basis
over the remaining three-year
period on a
pro-rata basis. The
Consultant acknowledges that
this is the
only form of compensation provide for his/her services. 


 


(b)                 
Consultant shall be entitled to prompt reimbursement for all pre-approved expenses incurred
in the performance
of his/her Duties,
upon submission and
approval of written statements
and receipts in
accordance with the
then regular procedures
of the Company.


 


(c)                 
The Consultant agrees
that all Services
will be rendered
by him/her as
an independent contractor and
that this Agreement
does not create
an employer-employee relationship between
the Consultant and
the Company. The
Consultant shall have
no right to receive
any employee benefits
including, but not
limited to, health
and accident insurance, life
insurance, sick leave
and/or vacation. Consultant
agrees to pay
all taxes including, self-employment
taxes due in
respect of the
Consulting Fee and
to indemnify the Company in the event the Company is required to pay any such
taxes on behalf of the Consultant. 


 


		4.	EARLY
                                         TERMINATION OF
                                         THE TERM.



 


(a)                  
If the Consultant
voluntarily ceases performing
his/her Duties, becomes physically
or mentally unable
to perform his/her
Duties, or is
terminated for cause,
then, in each instance,
the Consulting Fee
shall cease and
terminate as of
such date. Any termination
“For Cause” shall
be made in
good faith.


 


(b)                 
This Agreement may
be terminated without
cause by either
party upon not less
than fifteen
(15) days prior
written notice by
either party to
the other.




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(c)                 
Upon termination under Sections 4(a)
or 4(b), neither party
shall have any further obligations
under this Agreement,
except for the
obligations which by
their terms survive this
termination as noted
in Section 16
hereof. Upon termination
and, in any case,
upon the Company’s
request, the Consultant
shall return immediately
to the Company all
Confidential Information, as hereinafter
defined, and copies
thereof.


 


5.                 
RESTRICTED ACTIVITIES.
During the Term
and for a
period of five
(5) year thereafter,
Consultant will not,
directly or indirectly:


 


(i)                   
solicit or request
any employee of
or consultant to
the Company to leave
the employ of
or cease consulting
for the Company;


 


(ii)                 
solicit or request
any employee of
or consultant to
the Company to join
the employ of,
or begin consulting
for, any individual
or entity that researches,
develops, markets or
sells products that
compete with those
of the Company;


 


(iii)               
solicit or request
any individual or
entity that researches,
develops, markets or sells
products that compete
with those of
the Company, to employ
or retain as
a consultant any
employee or consultant
of the Company; or


 


(iv)                  
induce or attempt
to induce any
supplier or vendor
of the Company to
terminate or breach
any written or
oral agreement or understanding
with the Company.


 


		6.	PROPRIETARY
                                         RIGHTS.



 


(a)                  
Definitions. For the
purposes of this
Article 6, the
terms set forth
below shall have the
following meanings:


 


(i)                    
Concept and Ideas.
Those concepts and
ideas disclosed by
the Company to Consultant
or which are
first developed by
Consultant during the course
of the performance
of Services hereunder
and which relate
to the Company' present,
past or prospective
business activities, services,
and products, all of
which shall remain
the sole and
exclusive property of
the Company. The Consultant
shall have no
publication rights and
all of the
same shall belong exclusively
to the Company.


 


(ii)                   
Confidential Information. For the purposes
of this Agreement, Confidential
Information shall mean and
collectively include: all
information relating to the business,
plans and/or technology
of the Company
including, but not limited
to technical information
including inventions, methods, plans,
processes, specifications, characteristics, assays,
raw data, scientific
preclinical or clinical data,
records, databases, formulations,
clinical protocols, equipment design,  know-how,
 experience,  and 
trade  secrets;  developmental,
 marketing, sales,
customer, supplier, consulting
relationship information, operating,
performance, and cost
information; computer programming
techniques whether in tangible
or intangible form,
and all record
bearing media containing
or disclosing the foregoing
information and techniques
including, written business
plans, patents and patent
applications, grant applications,
notes, and memoranda, whether
in writing or
presented, stored or
maintained in or
by electronic, magnetic, or
other means.




    	 	3	 



     


    




  


Notwithstanding
the foregoing, the
term “Confidential Information”
shall not include any
information which: (a)
can be demonstrated
to have been
in the public domain
or was publicly
known or available
prior to the
date of the disclosure
to Consultant; (b)
can be demonstrated
in writing to
have been rightfully in
the possession of
Consultant prior to
the disclosure of
such information to Consultant
by the Company;
(c) becomes part
of the public
domain or publicly known
or available by
publication or otherwise,
not due to
any unauthorized act or
omission on the
part of Consultant;
or (d) is
supplied to Consultant by
a third party without
binder of secrecy, so long
as that such third party has no obligation
to the Company or any of its affiliated companies to maintain such information in confidence.


 


(b)                   
Non-Disclosure to Third
Parties. Except as
required by Consultant's Duties,
Consultant shall not,
at any time
now or in
the future, directly
or indirectly, use, publish,
disseminate or otherwise
disclose any Confidential
Information, Concepts, or Ideas
to any third
party without the
prior written consent
of the Company
which consent may be denied in
each instance and all of the
same, together with publication rights,
shall belong exclusively to
the Company.


 


(c)                   
Documents, etc. All
documents, diskettes, tapes,
procedural manuals, guides, specifications,
plans, drawings, designs
and similar materials,
lists of present,
past or prospective customers,
customer proposals, invitations
to submit proposals,
price lists and data
relating to the
pricing of the
Company' products and
services, records, notebooks and
all other materials
containing Confidential Information
or information about Concepts
or Ideas (including
all copies and
reproductions thereof), that
come into Consultant's possession
or control by
reason of Consultant's
performance of the relationship,
whether prepared by
Consultant or others: (a) are
the property of the Company, (b)
will not be used by Consultant in any way other than in connection with the performance of his/her Duties, (c) will not be provided
or shown to any third party by Consultant, (d) will
not be removed
from the Company's
or Consultant’s  premises (except
as Consultant's Duties
require), and (e)
at the termination
(for whatever reason), of Consultant's
relationship with the
Company, will be
left with, or
forthwith returned by Consultant
to the Company.


 


(d)               
Patents, etc. The
Consultant agrees that
the Company is
and shall remain the
exclusive owner of
the Confidential Information
and Concepts and
Ideas. Any interest  in  patents,
 patent  applications, 
inventions,  technological  innovations,
 trade




    	 	4	 



     


    

names,
trademarks, service marks,
copyrights, copyrightable works,
developments, discoveries, designs, processes,
formulas, know-how, data
and analysis, whether registrable
or not ("Developments"),
which Consultant, as
a result of
rendering Services to the
Company under this
Agreement, may conceive
or develop, shall:
(i) forthwith be brought
to the attention
of the Company
by Consultant and
(ii) belong exclusively
to the Company. No
license or conveyance
of any such
rights to the
Consultant is granted
or implied under this
Agreement.


 


(e)                  
Assignment. The Consultant hereby assigns
and, to the
extent any such assignment
cannot be made
at present, hereby
agrees to assign
to the Company,
without further compensation, all of
his/her right, title
and interest in
and to all
Concepts, Ideas, and Developments.
The Consultant will execute
all documents and
perform all lawful acts
which the Company
considers necessary or
advisable to secure
its rights hereunder and
to carry out
the intent of
this Agreement.


 


7.                  
EQUITABLE RELIEF. Consultant agrees
that any breach
of Articles 5
and 6 above by
him/her would cause
irreparable damage to
the Company and
that, in the
event of such breach,
the Company shall
have, in addition
to any and
all remedies of
law, the right to an injunction,
specific performance or other equitable relief
to prevent the violation or threatened
violation of Consultant's
obligations hereunder.


 


8.                  
WAIVER. Any waiver
by the Company
of a breach
of any provision
of this Agreement shall
not operate or
be construed as
a waiver of
any subsequent breach
of the same or
any other provision
hereof. All waivers
by the Company
shall be in
writing.


 


9.                   SEVERABILITY; REFORMATION. In case
any one or
more of the provisions
or parts of
a provision contained
in this Agreement
shall, for any
reason, be held to
be invalid, illegal
or unenforceable in
any respect, such
invalidity, illegality or unenforceability
shall not affect
any other provision
or part of
a provision of
this Agreement; and this
Agreement shall, to
the fullest extent
lawful, be reformed
and construed as if
such invalid or
illegal or unenforceable
provision, or part
of a provision, had
never been contained
herein, and such
provision or part
reformed so that
it would be valid,
legal and enforceable
to the maximum
extent possible. Without
limiting the foregoing, if
any provision (or
part of provision)
contained in this
Agreement shall for any
reason be held
to be excessively
broad as to
duration, activity or
subject, it shall
be construed by limiting and reducing it, so as to be enforceable to the fullest extent compatible with then existing applicable
law.


 


10.               
ASSIGNMENT. The Company
shall have the
right to assign
its rights and obligations
under this Agreement
to a party
which assumes the
Company' obligations hereunder. Consultant
shall not have
the right to
assign his/her rights
or obligations under this
Agreement without the
prior written consent
of the Company.
This Agreement shall be
binding upon and
inure to the
benefit of the
Consultant's heirs and
legal representatives in the
event of his/her
death or disability.




    	 	5	 



     


    

11.  HEADINGS.
Headings and subheadings are for convenience only and shall not be deemed to be a part of this Agreement.


 


12.  AMENDMENTS.
 This Agreement may be amended or modified, in whole or in part, only by an instrument in writing signed by all parties hereto.


 


13.  NOTICES.
Any notices or other communications required hereunder shall be in writing and shall be deemed given when delivered in person
or when mailed, by certified or registered first class mail, postage prepaid, return receipt requested, addressed to the parties
at their addresses specified in the preamble to this Agreement or to such other addresses of which a party shall have notified
the others in accordance with the provisions of this Section 13.


 


14. COUNTERPART
S. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which
shall be deemed a single agreement.


 


15.  GOVERNING
LAW. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the state of New York
applicable to contracts executed and wholly performed within such jurisdiction. Any dispute arising hereunder shall be referred
to and heard in only a court located in New York.


 


16. 
SURVIVAL. The provisions of Sections 5 to 9 and 15 to 16 of this Agreement shall survive the expiration of the Term or the
termination of this Agreement. This Agreement supersedes all prior agreements, written or oral, between the Company and the Consultant
relating to the subject matter of this Agreement.


 


EXECUTED,
under seal, effective as of the Effective Date.


 


	MICROLIN
                                         BIO, INC.

         

         

         

        By:
        /s/ Joe Hernandez

        Joe
        Hernandez

        Executive
        Chairman

        Hereunto
        Duly Authorized
	CONSULTANT

         

         

         

        /s/
        Sonya Zabludoff Palmer

        Sonya
        Zabludoff Palmer



 






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